Hadron Energy to Go Public Via $1.2B Business Combination with GigCapital7 Corp

Hadron Energy, an Emerging Nuclear Energy Company Advancing Innovative Light Water Micro Modular Reactors, to Go Public Via $1.2B Business Combination with GigCapital7 Corp.

Hadron Energy, Inc. (“Hadron”) specializes in Micro Modular Reactor (MMR) development, design, and research. The Hadron MMR is built on light water reactor technology, proven over decades of operating history and supported by an established licensing framework.

The MMR is designed to deliver a 24/7 uninterrupted supply of safe, clean, cost-efficient and rapidly deployable nuclear power well-suited for a wide range of applications. Capable of generating 10 megawatts of electricity (MWe) and 35 megawatts of thermal heat (MWth), the MMR uses a fraction of the land required by wind and solar, its reactor core and containment shell is intended to be transported in standard shipping containers, and it is designed with an operationally efficient 10-year fueling cycle.

Hadron has moved quickly to address today’s accelerating energy needs across sectors, having already engaged with key potential customers in spaces such as data centers, remote geographies, industrial hubs and defense and space.

By providing the existing security holders of Hadron with 100 million shares of GigCapital7 Corp.(“GIG”) stock, the transaction values Hadron at approximately $1.2 billion prior to raising any public capital and excluding any non-redeemed cash from the GIG trust account, providing an attractive entry point for GIG shareholders as Hadron scales rapidly to meet surging global energy demand.

The business combination will provide approximately $200 million in net proceeds after transaction expenses from the cash currently held in GIG’s trust account, assuming no redemptions. Proceeds will be used to accelerate product development and commercial deployment of Hadron’s technology, as well as to pay transaction expenses.

The business combination is expected to be completed during the first half of Q1 2026, subject to customary closing conditions and regulatory approvals, and the combined company is expected to be listed on a US national exchange under the symbol “HDRN.” Upon closing of the transaction, Hadron would become the first publicly listed, light water micro modular reactor company.

NEW YORK–(BUSINESS WIRE)–Hadron Energy, Inc. (“Hadron”), a cutting-edge innovator in micro modular reactor (“MMR”) technology, and GigCapital7 Corp. (“GIG”), a Private-to-Public Equity (PPE)™ company also known as special purpose acquisition company (SPAC) (NASDAQ: GIG), today announced that they have entered into a definitive business combination agreement. The proposed business combination (the “Business Combination” or the “transaction”) would create a publicly traded light water MMR company. Upon closing of the transaction, the combined company is expected to be listed on a US national exchange under the symbol “HDRN.”

“With power demand continuing to increase rapidly, nuclear energy is re-emerging as a compelling solution to today’s most pressing energy needs, with MMRs being central to this revolution,” said Samuel Gibson, founder and CEO at Hadron. “To tackle effectively the growing energy demand, we need to move beyond legacy nuclear technology. A recent report from the International Energy Agency projects that electricity demand from artificial intelligence data centers alone will more than quadruple by 2030. With Hadron’s MMR technology, we are unlocking a new era of clean nuclear energy in a safe, scalable, and versatile way. I am incredibly proud to announce our partnership with GigCapital7 and the start of our journey to the public markets.”

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Hadron Background

Hadron is a leading innovator in MMR technology. Building on light water reactor technology, which has been in commercial use for nearly 70 years, the Hadron MMR is a versatile, small-scale, cost-effective and rapidly deployable nuclear energy solution to the growing electricity demand driven by data centers and artificial intelligence. According to the U.S. Department of Energy, electricity demand in the United States alone is projected to grow approximately 15-20% by 2035.

Given the growing need for power in remote areas and the inability of aging power grids to effectively meet the rapidly growing energy demand, it is a national imperative to deliver reliable power. The existing use cases for legacy small modular reactor (SMR) technology highlight the viability of advancements in MMRs. Hadron is tackling market challenges head-on with its innovative MMR design, aiming to provide a reliable clean energy solution that improves size, logistics and installation. A breakthrough in nuclear engineering design and performance, Hadron’s MMR is expected to be able to generate 10 megawatts of electricity (MWe) and 35 megawatts of thermal heat (MWth) on an operationally efficient 10-year fueling cycle. The reactor core and containment shell of the MMR is intended to be easily transported in standard shipping containers, and the MMR is designed to operate on a fraction of the land required by wind and solar and with an accelerated licensing and deployment timeline compared to SMRs, boasting modular capabilities which will allow multiple units to connect for enhanced scalability. Combined, these factors make the Hadron MMR lighter, smaller, and more resilient than other power solutions currently available on the market.

Hadron has received strong market interest in its MMR from companies across multiple industries, including data centers, industrials, government, remote communities, and more. Hadron has moved quickly to address today’s accelerating energy having already engaged at the letter of intent stage with more than 6 potential customers. Based on interest received from potential customers to date, Hadron expects to be a leader in powering artificial intelligence infrastructure. Complementing its broad appeal across multiple industries, Hadron has also built a strong regulatory track record, having actively engaged with the Nuclear Regulatory Commission (the “NRC”), the U.S. Department of Defense, the U.S. Department of Energy, and other regulatory bodies aimed at bringing next-generation nuclear power to the market. In early 2025, Hadron successfully submitted its Letter of Intent (LOI) to begin engaging with the NRC in pre-application activities. Shortly thereafter, the company filed their Regulatory Engagement Plan (REP) and Quality Assurance Program Description (QAPD) to the NRC.

Over the last year, Samuel Gibson, Hadron’s Founder and Chief Executive Officer, has assembled a highly experienced management team with over 140 years of combined nuclear expertise across nuclear engineering, core design, system safety and reactor operations. In addition, the team brings a long history of regulatory compliance experience and successful project oversight. For more information about Hadron’s management team, please visit https://www.hadronenergy.com/.

“Hadron has made meaningful progress with their differentiated and innovative MMR design, and we are thrilled to be partnering with the company as it embarks on the journey as a public company, executing again our Mentor-Investor™ methodology. We are confident in their product and believe there are robust opportunities for deployment as the demand for energy grows at a rapid clip,” said Dr. Avi Katz, Executive Chairman and CEO of GIG and Founding Managing Partner of GIG’s sponsor group, GigCapital Global. “The need for clean, baseload energy is critical to enable the technologies and initiatives that will not only drive economic growth, prosperity and competitiveness, but will also promote sustainable solutions for current and future generations and serve as a foundation for both energy security and national security. Hadron is poised to move quickly to execute on its ambitious business plan, making it the ideal strategic partner to high-end users of electricity. We have high confidence in the proposed transaction between GIG and Hadron, and we are looking forward to jointly building a company that will deliver meaningful value and purpose for the world-wide communities and for its partners and stakeholders for years to come.”

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Transaction Summary

The proposed Business Combination contemplates that the existing security holders of Hadron will receive 100 million shares of GIG stock, valuing the public Hadron prior to the raising of any public capital at approximately $1.2 billion. Upon closing of the Business Combination, it is anticipated that Hadron will have access to approximately $200 million in cash from the GIG trust account after the payment of transaction expenses and assuming no redemptions by GIG’s public shareholders.

Hadron’s existing management team will continue to lead the combined company following the completion of the Business Combination. Hadron’s security holders will roll 100% of their equity holdings into the new public company. Additionally, GIG’s sponsor and certain key shareholders of GIG and Hadron have committed to customary lock-ups.

The boards of directors of both Hadron and GIG have unanimously approved the Business Combination. The Business Combination is expected to be completed in early 2026, subject to customary closing conditions, including regulatory and stockholder approvals.

Additional information about the proposed Business Combination, including a copy of the business combination agreement (the “Business Combination Agreement”), will be provided in a Current Report on Form 8-K to be filed by GIG with the U.S. Securities and Exchange Commission (“SEC”) and will be available at www.sec.gov. In addition, Hadron and GIG intend to file relevant materials with the SEC, including a registration statement on Form S-4 (the “Registration Statement”), which will include a proxy statement/prospectus of GIG, and will file other documents regarding the Business Combination with the SEC. This communication is not intended to be, and is not, a substitute for the proxy statement/prospectus or any other document that GIG has filed or that GIG or Hadron may file with the SEC in connection with the Business Combination.

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Advisors

Cohen & Company Capital Markets, a division of Cohen & Company Securities, Inc., is serving as the exclusive financial advisor and lead capital markets advisor to Hadron.

Duane Morris LLP is serving as legal counsel for Hadron. DLA Piper LLP (US) is serving as legal counsel for GIG.

The Blueshirt Group is serving as investor relations advisor for Hadron.

Aspectus Group is serving as strategic communications advisors for Hadron.

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About Hadron Energy, Inc.

Hadron is a pioneer in MMR technology. Designed to deliver 10 MW of power, Hadron’s MMR will be smaller, more cost-effective, and faster to deploy than other proposed MMR power solutions. The revolutionary design of Hadron’s MMR allows its reactor core and containment shell to be transportable in a shipping container, providing a versatile deployment model for end users. Whether powering an artificial intelligence data center, remote community, or an industrial hub, Hadron’s MMR is expected to provide a reliable, safe and scalable nuclear energy solution. For more information, please visit https://www.hadronenergy.com/.